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The episode begins once against in the middle of a tense Hoenn League battle. The two trainers who are facing off however, are Ash and his new friend and rival, Morrison. The announcer warns that Morrison is running out of time, and that if he doesn't make a move soon, he will forfeitand Ash will win the battle. Morrison continues to grit his teeth in silence, not wanting to battle against someone that up until now, had always been his friend first and rival second. The referee is about to announce that Ash has won due to forfiet, but Ash stops him before he can finish, and urges Morrison to continue on with the battle. Ash's words seem to get through a little to Morrison, and he sends out his next Pokemon, Growlithe.

Ash starts the battle off by ordering Corphish to use Bubblebeam, and Morrison tells Growlithe to dodge. Growlithe does so, and the attack simply hits the spot where Growlithe once stood. Ash orders another Bubblebeam, and Morrison again orders Growlithe to dodge. Corphish continues to fire Bubblebeam, forcing Growlithe to continue running and dodging along the slippy ice field. Growlithe is eventually hit by the attack, and is sent smashing hard into an upright icicle. Ash orders Corphish to use Crabhammer, and the attack smashes hard into Growlithe and sends it out for the count. The referee announces that Growlithe is unable to battle. Morrison, sad and frustrated, falls to his knees before Growlithe and apologises, holding his fallen comrade. Ash angrily shouts at Morrison, telling him that he should be battle properly, and if he holds back, his Pokemon will just get hurt. Morrison continues to hold Growlithe, unsure of what he should do. He apologises to Growlithe again, but it shakes it head and licksMorrison's face which encourages Morrison to continue on with the battle, confidence renewed. Morrison thanks Growlithe, and calls it back to its ball for a rest.

Ready to battle for real this time, Morrison sends out his third Pokemon, Swampert. Ash, happy that his friend has finally decided to battle with all his might, orders Corphish to use Crabhammer. Morrison orders Swampert to use Focus Punch, and the two Pokemon attacks collide, creating an explosion which causes both Pokemon to be knocked back. Ash orders Corphish to use Bubblebeam once more, and Morrison calls for Hydro Pump. Once again, the two evenly matched attacks collide, with neither Pokemon letting up. Morrison calls for another Focus Punch, and Ash counters by ordering another Crabhammer. The two Pokemon face off, using their attacks at the same time, knocking each otherout. The referee announces that the battle is a draw, and the announcer proclaims that due to one of the trainer's having three Pokemon knocked out, a time out will be called and the field will change.

Ash takes the brief break both trainers receive to chill out in the locker room with May, Max, Brock and Tyson. Morrison comes into the locker room, looking rather embarrassed as he apologies and explains to Ash why he couldn't battle properly before Ash and Growlithe encouraged him. The two promise to continue to be friends, and the battle begins once more.

The field has been changed from a Ice field to a Grass field. Ash sends out Pikachu, and Morrison sends out Steelix. Morrison starts things off by ordering Steelix to use Dragonbreath, and Ash orders Pikachu to use Quick Attack to avoid the stream of green flames. As Pikachu races towards Steelix, Morrison orders it to use Iron Tail, which it does, smashing its tail hard into Pikachu and sending it flying. While hurt, Pikachu strugglesback up. Not wanting to let Ash take an even further lead, Morrison calls for Dig and Steelix burrows far underneath the battlefield to avoid any possible attack from its opponent. Both Ash and Pikachu look around to see any signs of the iron snake Pokemon, but aren't fast enough as Steelix smashes upwards right under the spot that Pikachu was standing on. Worried that Pikachu might be open to attack, Ash orders Pikachu to use Iron Tail, but Morrison quickly counters by ordering another Dig and Pikachu simply smashes its tail into the ground. Pikachu lands safely, but Steelix nstantly emerges from underneath it, sending it flying. Getting back to its feet, Pikachu uses Quick Attack again on Ash's command, and smashes straight into Steelix's face. Morrison then orders Steelix to use Iron Tail, and Ash does the same. The two Pokemon's hardened tails collide, and the force of the attack sends Pikachu flying and out for the count.

Ash calls out to Pikachu, and the referee announces that Pikachu is unable to battle, and that Steelix is the winner of that ground. From the stands May, Max and Brock are amazed that Pikachu lost, and Tyson comments on the strength of Morrison's Steelix. Ash grits his teeth as the crowd cheers.

Speaking of the crowd, Team Rocket are once again selling food to the hungry spectators. It seems that their business is doing great sales, and the three do a little dance as people continue to ask for their snacks.

Ash sends out Torkoal to battle Morrison's Steelix, and Max happily remarks that Torkoal has an advantage over the Steel type Pokemon. Starting off the battle the same way as last time, Morrison orders Steelix to use Dragonbreath. Knowing that he cannot get Torkoal to avoid the attack, Ash orders his Pokemon to use Iron Defence. The Dragonbreath attack hits Torkoal, but the sheer defencive power of its shell causes the attack to simply wash over it. Seeing his chance, Ash orders Torkoal to use Overheat. Morrison counters by ordering Dragonbreath once again, and the two attacks hit eachother, pushing the other one back before Overheat overpowers Steelix's attack and lands a dead on hit. Not wanting to let up on the attacks, Ash calls for Flamethrower, and Morrison responds by once again calling for Dragonbreath. The two attacks collide once more, causing an explosion. Morrison, seeing that a cloud of smoke was clouding the arena, orders Steelix to use Dig. When the smoke clears, Steelix has already burrowed nderground. Worried that Steelix will be able to land an easy hit, Ash orders Torkoal to withdraw into its shell once more with Iron Defence. Just as Torkoal does so, Steelix emerges from underneath the Fire type Pokemon, knocking Torkoal back. As the dust clears. Torkoal struggles to get up and Steelix stands proud leering over it. Seeing a chance to attack, Morrison again orders Dragonbreath and the green flames smash straight into Torkoal knocking it out and down for the count. The referee announces that Torkoal is unable to battle, and that once again Steelix is the winner of that round.

Ash sends out his forth Pokemon, Grovyle to battle the seemingly unstoppable iron snake Pokemon. Confident at his last two victories, Morrison orders Steelix to use Iron Tail, but Ash quickly orders Grovyle to dodge and then use Bullet Seed. Just as the vicious bullets are about to rain down on Steelix, Morrison orders his Pokemon to go underground once more with its Dig attack. As Grovyle lands, Ash tells Grovyle to look out for Steelix just as Steelix emerges right underneath Grovyle's standing spot. However, Grovyle manages to jump away just as Steelix comes out, avoiding any damage. Frustrated that none of his attacks seem to be hitting the speedy Pokemon, Morrison orders for another trusty Dragonbreath, and Ash counters by telling Grovyle to use Leaf Blade. Using its glowing blades to shield itself, Grovyle leaps straight into the incoming attack and rips straight through it. The green flames eventually split, and Grovyle slashes viciously at Steelix with Leaf Blade and lands while the Steelix falls bak, knocked out.

From the crowd, May, Max, Brock and Tyson watch on happily. Max says that Grovyle was amazing, and Brock remarks that it was its speed that gave Grovyle the advantage in that battle.

Morrison says that he can match Grovyle's speed, and sends out Gligar. Ash responds to Morrison's speedy choice of Pokemon by ordering Grovyle is use Quick Attack. Just as Grovyle is about to hit Gligar, Morrison quickly tells his Pokemon to dodge out of the way. As Grovyle continues to speed around the arena, Morrison orders Gligar to use Steel Wing. Gligar's wings light up and harden, and the flying Pokemon matches Grovyle's speed. Seeing that Grovyle is open to a hit, Ash tells his Pokemon to dive into the high grass to hide. Gligar's attack narrowly misses, and simply slices some of the grass away. Ash then orders Grovyle is use Bullet Seed, which it does, leaping out of the grass and firing off a vicious barrage of seeds which rip straight through Gligar. Morrison then orders Gligar to use Steel Wing once again, which is once again countered as Ash tells Grovyle is dive into the grass once more. However, Morrison is not foiled twice, and he orders Gligar to sweep down and slice through the grass. Gliga does so, snipping through Grovyle's hiding place ensuring that Ash's Pokemon will not be able to hide again. As Gligar flies by where Grovyle is hiding, Ash quickly sees his chance and orders Grovyle is jump on Gligar's back.

Now flying through the air on his opponent's back, Grovyle uses Leaf Blade on Ash's command. The attack is quickly stopped however, as Morrison tells Gligar to shake Grovyle off. Gligar does so, and Grovyle is sent spiralling down to the ground. Gligar then doubles back, and Morrison orders Gligar to use its most deadly attack: The feared Guillotine. Gligar does so, reaching out its claw waiting for the right moment to strike as Grovyle continues to fall. Grovyle doesn't seem worried however, and Ash orders his falling Pokemon to use Bullet Seed. Gligar skillfully dodges the attack and clamps its claw right around Grovyle's neck and smashes it into the ground. The attack combined with the force of hitting the ground from such a great height, causes Grovyle to be knocked out and the referee announces that it is unable to battle.

Ash sends out his next Pokemon, Swellow evening up the score as the two Flying Pokemon face off. Morrison orders for Gligar to use Guillotine again, which Ash counters by telling Swellow to use Double Team. Gligar tries to attack Swellow, but it simply slashes at one of the Double Team clones. Ash quickly tells Swellow to use Peck, and Morrison orders Gligar to dodge and use Iron Tail. Gligar's attack fails once again as Swellow dodges with Quick Attack on Ash's command. Not wanting Swellow to get away, Morrison orders for Gligar's only long range attack, Hidden Power. The attack hits dead on, and Swellow falls towards the ground. Just as Swellow is about to hit the field, Ash tells his Pokemon to fly back up using Aerial Ace to propel itself forward. Just as Swellow doubles around to attack, Morrison orders Gligar to use Steel Wing and the two flying Pokemon collide, causing an explosion in mid-air. Both Pokemon fly out of the smoke cloud and double back to use Aerial Ace and Steel Wing once more, and onceagain smashing into eachother. The two Pokemon, surrounded by black smoke created by the force of their attacks, push against eachother, neither wanting to let the other gain an advantage. Their constant struggle causes another small explosion, and the two Pokemon fall towards the ground resulting in a draw.

The referee announces that both Pokemon are unable to battle. Both Ash and Morrison are down to their last Pokemon, as the announcer points out. With no Pokemon left to choose from, Ash sends out one of his most trusty Pokemon of the tournament, Glalie, while Morrison sends out Metang. The first attack of the battle is from Glalie, as Ash orders his Pokemon to use Headbutt. Morrison responds by telling Metang to meet Glalie head on with a Take Down. Both Pokemon charge towards eachother, but Metang's harder body allows it to use the force of the attack to knock Glalie backwards. Unfazed by the blow, Ash quickly tells Glalie to use Ice Beam, and Morrison counters by calling for a Confusion attack. The Confusion doesn't just stop Ice Beam from hitting Metang however, as the attack is sent right back at Glalie, knocking it back and allowing Metang to get in a sneaky Take Down. Ash, worried at seeing his Pokemon hit head on by such a powerful attack, orders another Ice Beam. This move shocks both May and Max, wo do not understand why Ash would order an attack which he knows will be sent back at him. Morrison, confident that he can stop the attack once more, orders Metang to use Confusion to send the attack straight back at Glalie. Just as its own attack is about to hit it, Ash orders Glalie to use Icy Wind on the deflected Ice Beam, deflecting the deflected attack right back at Metang. The freezing powers of Ice Beam kick in, and Metang hovers in mid-air frozen and unable to attack. Seeing his chance, Ash orders Glalie to hit Metang hard with Headbutt, which Glalie does, sending the Steel type Pokemon back. However, while doing so, the ice that hung off Metang's body preventing it from attacking falls off, and Morrison orders Metang to use Meteor Mash. Metang's claw glows and smashes hard into Glalie, creating sparks while doing so and forcing Glalie back. Despite the closeness of the battle, Ash is happy that he can have such an exciting battle with his rival, and orders Glalie to use a spinning Headbutt attack.At this point, Morrison decides to go in for the kill with another Meteor Mash. The two Pokemon charge at eachother; Metang focusing its power into its glowing claw, and Glalie spinning around viciously. Both trainers look on, excited as their respective Pokemon reach closer to eachother. Just as Metang's Meteor Mash is about to hit, Glalie quickly ducks under the punch and smashes straight into Metang with a surprise attack. Metang is sent smashing into the ground, and is declared unable to battle.

After a tough battle of two rivals and friends, one of which struggling to overcome his frustration and confusion over facing the other, Ash has emerged the victor.

Later on that day, Tyson is battling with his Sceptile against an unknown trainer's Rhydon. The battle is the last of the match, and Tyson is declared the winner and also advances to the next round along with Ash.

In the evening, we see Morrison outside of the stadium, looking at the League flame. He screams, letting out his frustration of losing the battle, before smiling. Ash calls out to Morrison as the group consisting of May, Max, Brock and Tyson walk up to him. Ash thanks Morrison for such a cool battle, and Morrison tells Ash to do his best in the upcoming round. Tyson suggests that the two trainers go check on their resting Pokemon in the Pokemon centre, and Ash and Morrison race each otherto the Pokemon centre leaving the group in the dust.

Cutting to Team Rocket, we see that their new boss is treating them to an extra special meal as a reward for their hard work that day. Not just a simple lunch box, but a entire meal consisting of starter, main course, and dessert. The team eagerly chow down into the meal, not leaving anything to waste.

Back to the Pokemon Centre, we cut to a scene of the latest match pair up results posted. It seems that once again Ash is to be paired off against someone that is his rival and friend, as the next round will contain a battle between him and Tyson. The entire group, apart from Tyson, seem shocked. Tyson confidently says that he is looking forward to the battle, totally opposite of Morrison's react to the last round's results. The two trainers then shake hands, both eager to start off the battle which will result in one of them advancing to the semi- final stages of the League.

Outside, a very happy Meowth is walking along, talking to himself. He stops however, when he sees the latest battle match ups, as he recognises the trainer Ash will face off against as the trainer of Meowth in Boots.

Elsewhere, Tyson is training with his Pokemon team. His team consists of Meowth in Boots, Sceptile, Shiftry, Hariyama, Metagross and Donphan. As his team works out, Meowth calls out to Meowth in Boots from the bushes. Uninterested, Meowth in Boots goes to talk to his bootless counterpart who warns him about Ash's Pikachu. Meowth in Boots does not seem worried however, and after extending his claws, leaps up and slashes at a nearby tree, causing several branches to fall as it walks off without taking heed of Meowth's warning. After it has gone, the tree splits and lands on the unsuspecting Meowth.

As Tyson continues to train, Ash and Morrison are relaxing under the stars in their hammocks while talking about Ash's upcoming upcoming battle with Tyson.

The next day the flame of the stadium burns bright as Ash and Tyson face off in the Hoenn League quarter final match. The field of choice is time around is once again the grass field. Ash sends out Glalie, and Tyson sends out Sceptile.

The episode ends with Ash ordering Glalie to use Ice Beam, and Tyson ordering Sceptile to use Solar Beam. The two attacks collide, causing a huge explosion that rips through the arena. However, with the smoke still not clearing, who is left standing?